Omni-matrix
by Twi'lek Cutie
Summary: Fem!Ben. The omnitrix was designed to function as a matrix, should an alien race find themselves on the brink of extinction. It would be up to the wearer to restore said race. However the omnitrix wasn't made for males and the wearer, if male would turn into a female the more they use it until the transformation is complete. No pairing yet but going to add other aliens sooner (OC)
1. Chapter 1

Omni-matrix

_This is another attempt to write a story hope you enjoy it._

**Chapter 1**

Ben leaned on his good arm waiting for the bell to ring. He already used his last paper to make a paper plane and was already given the look when he rammed a drum solo on his desk. Both times the teacher weren't too impressed.

Riiiiiiinnnnnnggggg!

Finally the bell rang and Ben jumped to his feet to rush the door, the teacher had other plans though as she called him back. Ben's face dropped but he waited anyway. After being scolded for the plane (apparently the more annoying instance), Ben ran out the school making a dash for the parking lot where his grandpa Max would pick him up.

The local grade bullies where picking on a kid and if Ben wasn't already late, he would've totally stopped to give the bullies a piece of his mind. Good thing he didn't since he just made it as the beaten down RV pulled up.

"Later losers," Ben yelled in deviance causing the bullies to stop picking on the kid long enough for him to get away. A silent gratitude passed between them followed by the howls of the bullies.

The RV pulled away and Ben turned his attention towards the inside, greeting his grandpa and seeing a color he liked but dreaded in this instance.

"What are you doing here," Ben didn't let his 'twin' cousin answer, "Grandpa, what is she doing here, I thought it was just gonna be the two of us."

"I'm not too thrilled to be here either dweeb, I already had my vacation planned out, until someone convinced my mom it would be a good experience for me." Gwen said holding up a colored chart.

"Grandpa you didn't..." Ben trailed off.

"It wasn't me Ben, but when Sandra brought it up I figured why not." Grandpa Max sounded false, but Ben knew his mother well enough to know that she wasn't above this. She didn't like the idea of Ben alone with Max.

"Great there goes my kootie-free summer." Ben sat down opposite Gwen and took out his PSP.

BBBBBBBBBB

They drove for three hours before they reached a campsite and set up for the night. The cousins sat outside at a table waiting for their Grandpa to bring out the meal. They however didn't expect the meal to move around trying to escape.

"Seriously Grandpa, what's really for dinner?" Ben asked looking at the worms.

"Those are marinated mealworms. This summer is going to be an adventure for your taste buds." Ben searched his grandpa's face for the joke but there was none. "If those don't sound good enough, I have some sheep's tongue in the fridge."

Ben and Gwen knew it was futile at that moment so they shared a moment of understanding. They consulted each other and admitted defeat seeing that they only had so much to eat and not nearly enough money.

After an unpleasant meal, Ben and Gwen went their separate ways, relatively speaking off course. Gwen found the only place in the park with a decent signal to run her laptop and Ben played on his PSP.

Moments later Max came out and held up a bag of no-name brand marshmallows asking if they wanted to make smores. Ben didn't really listen to Gwen's comment, but after the meal they had Ben didn't want to take a chance that the marshmallows were actually a cow's pancreas or something.

"I'm going for a walk." Ben said, then turned to Gwen, "Smell you later Gwen."

Ben stumped through the forest directionless. He knew the way back but he didn't want to go back yet. It was at that moment that Ben stared up into the sky and saw a shooting star. If the stories are true then if he wished for a better summer maybe it will happen. So he made the wish. Well no one said what would happen if your wish was heard, but Ben knew that the star didn't suddenly change direction and attack you.

Ben ran for his life but the star was too fast and crashed behind him, causing Ben to stumble and roll backward toward the crater. He barely registered the goop running over his skin before he passed out.

Ben felt the heat around him and woke up. He was in the middle of a full blown forest fire. Ben stumbled out of the crater and went to dust himself off. It was then that he noticed that his shirt was torn and a weird thing was sticking out of his belly button.

When Ben tried to get it off his nails started to glow green and a strange symbol appeared in the air in front of him. Ben touched the symbol which started to turn. Ben grabbed at a random image the symbol turned into, to see if it was solid, but it caused his entire body to glow green and he could feel himself changing, it didn't hurt but it did feel strange and natural.

When the light faded Ben noticed his skin was blue and he couldn't feel the heat like he could before. This intrigued the 10-year-old so much that he went to one of the fires and touched it. His skin started to pull the fire in, when Ben couldn't absorb any more he turned around not sure what to do. He could feel something else and just aimed his hand towards a rock and let it go. The rock blew up after an energy wave hit it.

The force was a shock to Ben and he jumped from it only not to touch the ground the shock of flight also sent Ben into panic and he spiraled through the air and finally crashing into the stream close by.

Getting out Ben caught a glimpse of himself. Staring back at him was a beautiful blue skinned girl slightly older than Ben was. Ben knew it was a girl because of her softer appearance and the two mounds on the chest. And there on her exposed midriff was the symbol of the weird belly ring Ben tried to get off earlier.

Frustrated Ben pointed his hands towards his reflection and let all the remaining energy in him out. With it out of his system Ben outlined the symbol on his midriff and in a blast of green light he was back to his old self. He turned around only to see Gwen there staring at him, until she passed out due to the shock.

BBBBBBBBBB

Ben had a difficult time carrying Gwen back to the RV, but he did manage it eventually. He just set Gwen down when she started to come to. Ben grumbled thinking that she could've woken up earlier.

"Ben?" Gwen asked confused.

"Yeah it's just me, why did you feint like that?" Ben asked concerned.

"I thought I saw a cute girl turn into you." Gwen said.

"Gross, even if that was true, which I'm not sure it is. Being called cute by my dorky cousin just isn't right. Where's Grandpa?"

"There was this huge forest fire that just disappeared, Grandpa went to see if he could find out why." Gwen turned towards Ben then squinted closer to Ben's eyes. "Since when did you have those long lashes?"

Ben resisted the urge to scream and went inside to see if his lashes were really longer, however he couldn't see much of a difference. His eyes did seem a bit bigger though, not that he would admit it anytime soon.

"Gwen I think you hit your head, my eyelashes are normal-ish." Ben called out just to notice his torn shirt again. He had a few in this style so he went to get another.

Ben went outside and took off his torn shirt and threw it away. He turned around and there was Grandpa Max staring at the thing on his stomach. Ben noticed the realization in his grandpa's eyes but didn't pursue it.

"Hey Grandpa, this thing just appeared on my belly. I tried getting it of, but when I got close this happened." Ben's nails began to glow again and the weird symbol appeared in the air again.

"Ben I think you shouldn't mess with that until we know something more about it." Grandpa Max said. Ben saw the urgency in his voice and forgone any objections, at least out loud.

Before Grandpa Max excused himself Ben overheard him say something about stupid Galvan geniuses. And as soon as Grandpa Max was outside their sight, Ben touched the thing on his navel again. His idea was just to examine the images in the symbol.

The image he grabbed the first time was there within the symbol, it looked like a girl holding up a planet with a ring around. Ben turned the larger symbol and the girl with the planet, changed into a girl sitting on an eight point star.

"Gothcha" Gwen shouted causing Ben to push his hand into the image and again felt his body changing, this time it felt more natural and once the light dispersed Ben gave Gwen a stern look.

"Our grandfather has said not to be messing with this until we know more about this strange device." Ben said and noticed his voice was feminine. "I do believe I have once again turned into a girl, or am I mistaken cousin Gwen?"

"Ben, what happened to you?" Gwen asked clearly not completely out of her earlier shock.

"All I did cousin Gwen was study the images of this device until you gave me the startle. My transformation I think is your fault, however I am the curious to see what I can do." Ben said then floated into the air. "Will you accompany me?"

Ben turned not waiting for Gwen then noticed that his skin is was orange this time. He clearly had the power of flight. And just as he reached the trees something painful hit him, or rather her.

Looking at the place that got hit Ben noticed that there was no wound. So she scanned the trees and there, speeding towards her was a red flying droid. She narrowed her eyes and saw green blasts projecting from it. It hit the droid exploding it. However the next droid caught Ben off guard sending her flying. Before crashing, Ben stopped herself mid air, turned around and fired a bolt of energy at the droid.

It exploded and Ben decided to stop this transformation. She searched for the weird symbol and found it on her belt she touched it and in a flash Ben was back to normal, only with thinner eyebrows. He quickly rushed back to their camp.

Ben arrived at the camp only moments after his grandpa. He knew he shouldn't have left and just stopped the transformation there and then but his curiosity got the better of him.

"Sorry Grandpa. I just wanted to study the images, but Gwen startled me and I got curious." Ben noticed that his Grandpa didn't seem upset.

"It's okay Ben, Gwen told me, she also told me you turned into an orange girl and flew away." Grandpa Max said. "I'm guessing it works on some kind of timer?"

"I guess so," Ben wasn't sure but perhaps it was because he wanted to find out the limits for himself. "I actually think it has more to do with how tired I am," Ben said just in case the transformation went on longer.

An emergency call over the two-way interrupted the conversation. It was a call about a giant robot rampaging another campsite. A simple look was all it took for Ben to touch his navel and the symbol to appear in the air.

"I think…" Ben started as he went through the images. He came across a rather tall looking girl with a tail standing in front of a weird symbol, "Giant robot, tall weird looking monster girl."

"They aren't monsters, they are aliens." Grandpa Max over spoke, "I mean monsters are scarier, and according to Gwen the last two you turned into were rather cute."

Ben shivered before pushing his glowing nails into the image. Ben felt his arms and legs grew. He then felt a strange sensation at the base of his skull and just above his rectum. When the light vanished there was a girl clearly in her young teens standing over 8ft tall. She was blue skinned with darker blue stripes all over her body.

"I got this," Ben said her voice sounding cat-like but hollow inside the re-breather. She raced through the trees to the other campsite and pounced on the robot.

The robot was clearly not expecting this, but it quickly corrected itself and focused on the tall girl that pounced it. Ben snarled in response before dodging a blast from the laser shot at her.

Ben reached behind her and pulled out a knife she couldn't explain why it was there. The robot shot another shot and Ben held the knife in front of her. The laser reflected to the ground which gave Ben an idea. When the robot fired again Ben placed the knife at an angle and soon started to maneuver it towards the robot.

The robot however stopped the beam just before it hit. That was a miscalculation on it's part, as Ben pounced again and used the knife to remove the head. The robot began to shoot wildly until Ben jumped on the head on the ground crushing the last piece of glass and the last diode of the robot's consciousness.

BBBBBBBBBB

The next day was quite an eye opener for Ben. He noticed that his features were more like Gwen's and less like his own. Perhaps he should ease up on the aliens, as Grandpa Max called them, he didn't want to end up as a very girly looking boy.

Ben touched the thing on his belly again, and like the previous times it responded, Ben went through the aliens and found one that kind of looked like a dinosaur, there were clear speed marks around the alien and without thinking Ben touched it.

Ben changed into a young girl maybe 10 or 11 with wheels on her feet and a clear need for speed. She rushed out of the RV and back to Bellwood. She picked up the last of her savings and a few more items to eat. She also went to Gwen's house and picked up a few food items there too, for Gwen. The speedy alien then rushed back to the campsite just in time to help clean up.

When they were on the road again, Ben was back into his normal-ish self only his hair was a bit longer. She motioned towards the beds and pulled out a rice cake package. Gwen got the idea and mouthed a thank you.

This summer started to seem less torture and more fun.


	2. Chapter 2

Omni-matrix

_This is another attempt to write a story hope you enjoy it._

**Chapter 2**

Ben had a good grip on what his alien forms looked like, he even decided to name them, but since the incident with F8 (short for TMPT-F8 pronounced Tempt Fate) he didn't turn into an alien yet. At first Ben wanted to call her XLR8, but Gwen pointed out it was too masculine for a girl alien.

The tall alien girl Ben named Uniltira. It just felt right rolling off his tongue. The orange girl Ben named Luand'r, and the blue girl Ben named Tsu-Zana. Both Ben wanted to name something like Green-fire or Marvel-girl, but Gwen said they sounded too comic-y.

Now the kids found themselves in Washington DC. Ben asked Grandpa Max why, and the cryptic answer was that it was a cultural key in their tour across America and back to Bellwood. However Ben had an odd sensation that it wasn't completely true.

Grandpa Max told them that he just needed to ask one of the shops for something and that they should stay put. It was Gwen that pointed out that their grandpa was being cryptic, assuring Ben that it wasn't just suspicion on his part.

"I think you should go alien and trail him," Gwen said as Grandpa Max excused himself.

Ben went into the RV's toilet and touched the 'belly ring'. He turned the symbol until he saw the half black- half white girl silhouette under a skull and pushed his hand into her.

Ben only felt himself getting thinner, maybe this one wasn't a girl, Ben hoped. Unfortunately Ben's luck was out, it was a girl and where the shadows touched her she was invisible. Ben stepped out and turned to Gwen.

"Wish me luck," Ben or rather Twylite said as she disappeared into the shadow completely.

The shadow world where Twylite found herself was rather easy to navigate. She hitched a ride in Grandpa Max's shadow. He stopped in a plumbing store and greeted the clerk like an old friend. Max then went to the back of the shop into one of the stalls and triple flushed it. The descended down a large tube until and got of.

Grandpa Max made his way to one of the underground computers, and clicked a few keys. Twylite jumped to another shadow to see and hear the conversation clearer. A small alien that looked like some kind of tailless lizard appeared on the screen.

"Max, I haven't seen you in years. Did my omnitrix reach you safely?" The alien asked.

"You send it to me, Azmuth, why?" Grandpa Max asked sounding angry. "Your omnitrix is safe for now, but it is turning my grandson into a girl."

"Why did your grandson put it on? Never mind that, it's not important, even if you take it of the transformation will continue and there is no reverse." Azmuth said in a bored tone.

"My grandson didn't put it on, it crashed on earth leaked onto him. Are you sure there is no reversing the change?" Twylite saw the look in Azmuth's eyes and melted into the shadows back to Gwen.

"Where's Grandpa?" Gwen asked as Ben dispersed the transformation, he felt his chest pushing into his shirt differently and could only guess what it was.

"In some kind of plumbing shop, or rather underneath one," Ben said looking down. "Gwen I don't think Grandpa was a plumber, and he at least knows some alien called Azmuth."

"Maybe he's looking for a way to get the belly ring out?" Gwen tried but stopped at Ben's look.

"Gwen I'm turning into a girl and even if we get it out I'll still be a girl." Ben hesitated and then gave Gwen a hug. Gwen's eyes bulged.

"You have nubs?" Gwen whispered. "Do you also have," Gwen looked down.

"It's still the same there, for now at least." Ben said then turned serious. "Grandpa can't know we know about this. He probably kept his connection to aliens a secret for a reason, promise me Gwen." Gwen had just promised when Grandpa Max got into the RV.

"Who wants some candy? We're going to K-mart." Grandpa Max smiled but his eyes gave him away, the man cried not too long ago.

Ben didn't say anything he just jumped into shotgun and pointed forward. His antics made Grandpa Max smile. Gwen smiled to herself. She couldn't find a fault in Ben's logic or antics.

In K-mart Grandpa Max told them to get some cereal and something sweet while he did some grocery shopping. Ben made a b-line to the cereal isle and walked towards the promotion stand. Hidden somewhere inside one of the boxes was a Sumo Slammer Card with his name on.

Making sure no-one was watching Ben used the omnitrix, like he overheard it being called and turned to the pointy-eared girl image. As he turned into her Ben once again didn't feel much of a difference, he was clearly longer and had the pointy ears but the rest felt like him, maybe with bigger nubs as Gwen called them.

The dark haired girl scanned the boxes and using a typical Jenga move pulled a box from the bottom of the pile. The remaining boxes didn't even falter. She touched the logo and disappeared into Ben.

"I saw that!" Gwen said, "I don't know what it was but I saw that."

"I just used one of my aliens to pull a box out of the pile without letting it fall down on me." Ben said with a shrug, "She used logic to pull out the box that most likely has the golden Sumo Slammer card in."

Gwen was speechless, Ben used his brains instead of pure luck, he might've cheated using an alien, but he was smart enough to choose one.

"What made you choose that alien anyway?" Gwen asked pulling a box of cereal from a nearby shelve.

"The symbol next to the girl kinda reminded me of a show my dad used to watch, they also had a pointy eared alien so I figured why not try it out?" Ben said. "I can't remember the show's name, just before you ask."

Ben turned around and walked down the isle and turned towards the candy isle. Gwen noticed that Ben had more sway in his step. She followed after she once again examined the cereal pyramid. The box Ben pulled out wasn't in an anchoring zone but if someone took a box from the top they might tip the pyramid.

"Better them than us." Gwen whispered to herself.

The Tennysons just left the shop when a loud explosion was heard behind them. Moments after the explosion, a mutated large cockatiel flew over them and snatched Gwen up flying away with her. Ben somehow knew just what to do. Touching the omnitrix, Ben turned the images to the orange girl and in a green light Luand'r stood there.

"Grandfather, I will go after cousin, Gwen." Luand'r said then took to the sky. Grandpa Max however kept an eye on the person who mutated the cockatiel, he knew that Ben would save Gwen and he also knew the cost of said rescue.

Luand'r flew as fast as she could, but the cockatiel was a more experienced flyer. It out maneuvered her just as she got close and then it happened the large bird lost grip and let Gwen fall. Luand'r dove and caught Gwen in a loop. With Gwen out of harm's way, Luand'r focused her energy to her eyes and aimed at the giant cockatiel in mere moments the cockatiel was ashes drifting in the wind. And in the midst of the ash was a normal cockatiel.

Luand'r flew Gwen back to the RV where she touched the omnitrix and reverted back to Ben, only Ben wasn't quite Ben anymore. Ben's hair was a little longer, and he looked a lot like Gwen, just a little shorter.

"I guess I'm a girl now," Ben said his voice clearly feminine. Ben pulled his pants forward and looked into his boxers and laughed. "Yeah, my little buddy is gone."

"Ben I am sorry." Grandpa Max said guilt written over his face.

"Why are you sorry Grandpa? You couldn't do anything." Ben said knowing that Grandpa Max tried.

"I haven't been completely honest with you guys." Grandpa Max started and then told them about what a Plumber really is and confessed that he knew about the omnitrix, he just didn't know it altered male anatomy.

"So Ben is a girl now and he can't change back?" Gwen asked more shocked then Ben.

"I kinda thought that was the case. I don't blame you Grandpa." Ben said his eyes betraying the turmoil inside his, or rather her head. "I guess the only thing left to do is choose a girl's name that can be shortened to Ben, because I'm not giving my name up too."

Their conversation was stopped when they saw a freak riding a T-Rex. A glance between them betrayed that this guy could be trouble. Ben placed her hand on her navel and turned the images to the tall girl, but a pothole made Ben fall into the image before her.

Ben felt her hair pull into her head and two tail-like appendages grow in its place. Ben grew slightly and his build became more athletic. His ears grew smaller until it was only a series of lines. A bump formed under the lines expanding it like a cone. Lastly Ben's skin turned blue. The tail head girl grinned when the green light dissipated.

"Not who I was going for, but I think Ce'na would be perfect for the job." Ben said then got out of the RV and unsheathing a knife with a distinct green hue and checking it over.

Ce'na ran after the dinosaur using her surroundings to push her forward. She could feel everything around her and avoided every obstacle in her way. When she reached the T-Rex she unsheathed her knife and used it to propel herself from the bottom of the tail to the dinosaur's back where she ran up to meet with the weirdo.

"Who are you?" the freak's voice was pitchy and annoying.

"Me?" Ce'na asked pointing at herself. "Why, I'm just a little alien visiting earth. I heard that this creature was in the museum." Ce'na moved closer, she could feel the dirty thoughts of this freak. "Could you kindly please return it?" Ce'na hid her knife in the hand reaching for the guys face. When he closed his eyes, Ce'na cut the wires of his helmet sending a wave across Washington DC restoring every mutated creature back to normal.

"What have you done?" the freak screamed as Ce'na ran down the dinosaur's back. "You haven't heard the last of Dr. Animo!" shouted before he fell into the bones with the skull keeping him trapped until the police arrived.

Ce'na touched the omnitrix symbol on her belt and reverted back to Ben and waited in the shadows until the RV pulled up. Ben got in and the RV drove away. They stopped at a car lot and Grandpa Max pulled out his cell phone to call Ben's parents.

There was a long, loud argument over the line. And just when the argument reached the peak Sandra calmed down and assured Grandpa Max that they won't cut the vacation short. It would take sometime for them to get used to the idea.

Minutes after hanging up, Grandpa Max's phone rang again. This time it was Ben's father, Carl. He reassured Grandpa Max that they didn't blame him and that They would set the ball in motion to change Ben's legal name, they just wanted to ask Ben what he or rather she wanted to be called.

"Benita," Ben said, the name just rolled of her tongue, "Benita Kirsten Tennyson."

With the name out of the way Carl hung up to call his friends in the legal department and Grandpa Max foregone cooking for a nearby restaurant, sort of a celebration of Ben's new body. Gwen borrowed Ben an outfit, one that she didn't think she'll wear this summer, the dress was a perfect fit for Ben, but the transformed girl didn't quite approve of the girly clothes, but wore it in the nature it was given.


	3. Chapter 3

Omni-matrix

_This is another attempt to write a story hope you enjoy it.__ Reviews greatly appreciated. For a list of the aliens, their names and abilities, visit link in my profile._

**Chapter ****3**

Ben didn't enjoy herself one bit in the last few hours. Grandpa Max dropped her and Gwen off at a mall with a large wad of cash to buy Ben a new wardrobe. The only outfit that Ben found that she liked, and bought in bulk, was a sleeveless shirt with the same racing stripe as her old favorite shirt, and a pair of shorts that reached her knees.

She humored Gwen with some of the outfits and trusted her with the underwear. At least with them Gwen was considered and chose panties called 'boy-shorts'. Ben has always liked boxers and they reminded him of boxers, sort of.

When Gwen went to the skirts Ben put her foot down. They argued some about it until Ben made a compromise and took one skirt, not like she was going to wear it, ever. Ben lost to Gwen when they went to the dresses though. Gwen even got a white sundress with a black stripe on it.

Ben picked out his own shoes and socks. No way was she going to allow Gwen to pick them out. Gwen would pick out colored socks and those stained your feet, and Ben had a big enough problem with feet as it was. The only upside was that Ben could now buy boots and wear them without looking like a dork.

The last stop was to buy Ben a swimsuit. Gwen was stacking quite a few into Ben's arms and marched her to the dressing room to 'see which fits best'. Just before they reached the end of the swimsuits Ben spotted the right one for her. It was a two piece, unlike the countless one pieces Gwen picked out. The bottoms were green board-shorts with attached bottoms and the top was two colored the right side was black in front and white at the back while the left was reversed. The material was also thick so Ben knew it wouldn't shine through once wet. She snatched it up before Gwen could see it and object.

In the dressing room, Ben cast the one pieces aside and put on the swimsuit she chose. When she stepped out Gwen was at a loss for words and Grandpa Max who just found them was amazed.

"That looks good on you Ben," He smiled, Gwen nodded in agreement.

Ben went back into the dressing room and got dressed in her normal clothes again and they went to pay. Grandpa Max insisted on carrying the bags to the RV. Ben was the first in and what she saw brought tears to her eyes, which she blamed on her new hormones. All her old clothes where unpacked and set aside, ready to be thrown away.

Ben and Gwen packed Ben's new clothes while Grandpa Max drove them to the lake where they would set up camp for the night and maybe get some fishing done. Ben was in her swimsuit rather quickly and raced to the lake and dove in, much to Gwen's displeasure.

When Gwen got to the lake Ben was already smirking to herself. She activated the omnitrix and turned to the girl that was surrounded by bubbles. Once activated Ben didn't feel any physical changes to her body, but she was able to breathe under the water surface and she could hear everything above it.

When Gwen got agitated enough about how 'un-funny' Ben was, Ben used her abilities to manipulate the water around her. Hardening it around her and pulling some of the local plant life to make the water construct a little scarier. When Gwen fell over in fright Ben laughed revealing herself within the water.

"Did you just go alien?" Gwen asked getting over her fright quickly.

"Yeah, but I didn't feel anything change." Ben said a bit disappointed.

"Well I wouldn't say there were no changes, your hair is longer and purple and your clothes are different." Gwen said holding a hand to help Ben out.

Ben changed back once she was on the pier and Gwen took that opportunity to shove her back into the water before heading back to the RV. Ben swam around some more not caring a bit. She even turned back into Neri, to explore the underwater world a bit.

And then she saw it, a huge creature frantically searching for something. The creature was scattered all over the place and Ben couldn't understand what she was trying to say. Within moments Ben realized that Neri could actually understand that the creature was looking for something.

She used this new knowledge and asked a nearby fish what was going on. The fish just stared at her for a while then swam away. Could hear it mumbling about stupid tourists sticking their fins in where it doesn't belong.

Neri rolled her eyes, thinking that the fish was just being rude. She put her feet together and the shirt she wore tightened and formed a tailfin around her feet. In this form she was able to swim faster. She made her way to the creature.

The creature wasn't very polite either and tried to bite Neri's head of at first. When Neri calmed the creature down a bit she finally understood what it was trying to say. One of the creature's eggs was missing, and she suspected that surface dwellers were involved. Neri asked the creature to remain calm, the creature did, but promised all hell if her other egg got stolen too. Neri understood and told the creature that she will do everything she can in the morning to find the missing egg.

With that odd experience behind her Neri swam back ashore and went to the RV turning back into Ben. When she opened the RV door she realized how late it was since both Grandpa Max and Gwen was asleep. Ben sighed and got dressed in her old sleepwear, the only thing that remained from her old wardrobe, an oversized T-shirt and a pair of sweatpants.

BBBBBBBBBB

When Ben fell asleep she was transported to an odd place, it was like a city, only smaller. Filled with creatures like that Azmuth Ben saw Grandpa Max speak to. The aliens didn't seem to see her, or they just ignored her all together.

Ben floated to a building with the same symbol as the omnitrix and phased through the wall. Inside there was a wrinkled creature Ben recognized as Azmuth. Azmuth was busy building the omnitrix. There was a green holographic display emitting from the device.

There was a series of symbols displayed that Ben recognized from the display she saw every time she touched the belly ring. Only hers weren't in this order. Ben might've been naïve but even as a guy she was able to distinguish patterns easily.

Ben woke up after the symbols disappeared in her dream and touched her navel, the green hologram displayed again and Ben went to work rearranging the symbols to resemble the ones from her dream.

"Master control engaged. All species unlocked." A computerized form of Ben's new voice said. The omnitrix flashed a blue light before changing back to green. After that Ben fell asleep again.

BBBBBBBBBB

The next morning Grandpa Max took them to the docs where a creepy looking old man was busy sorting through fishing gear. Grandpa Max cleared his throat and the man gave them a once over.

"I'm Max Tennyson. I charted your boat for the day." Grandpa Max smiled, but the man sneered.

"I don't allow their kind on my ship, they bring bad luck." The man said then handed Grandpa Max a roll of cash, "Your deposit, now get out of my sight."

Grandpa Max looked at the girls. You could see he was hurt. Ben scanned the area and saw a boat rental place and pointed it out. Gwen really didn't want to join them, but after seeing Grandpa Max's eyes lit up she didn't object.

The three of them packed the fishing gear into the boat and drove deep into the lake. Grandpa Max had fished on the lake before and he wanted to take them to the spot where he catch-and-released a rather large one.

"Fishing vessel please turn around this area is closed down for environmental studies." A voice over a bullhorn sounded. Ben felt an odd sensation and suddenly found herself as Neri.

"Environmental studies," Neri said then added. "Are you looking for something specific?"

"Please excuse my cousin." Gwen said pulling Neri back under the roof. "What were you thinking going alien?" Gwen whispered.

"I didn't, it just happened." Neri argued. "I got a bad feeling about that guy and it just happened, Friends of Fish my cute ass." Neri didn't wait for a response. She softly fell into the water.

"Cute girl you have there," Jonah, as he identified himself, said. "But she's a bit feisty.

Neri scanned the underwater scene and saw the large creature from the night before swim to the surface. It said that the people in the boat took her eggs and that she's going to kill them.

Neri swam in front of it blocking the path. Neri said that it wouldn't go well if she killed the surface dwellers, but scaring them is another story. The creature agreed and finally revealed that it was a kraken. Neri swam to their boat and allowed the kraken to take her egg back.

"The kraken won't hurt them." Neri whispered to Gwen as she surfaced. "She's just taking her egg back."

Gwen helped Neri back into the boat and they drove a safe distance away. Neri changed back into Ben without touching the omnitrix. She told Grandpa Max and Gwen about her adventure last night. She also told them the dream and how the omnitrix gave her master control and unlocked all the species inside it. Unfortunately Ben only knew about the ten.

After the tail Grandpa Max decided that it would be best if they at least try to save the kraken's eggs. And that would happen that night, since Jonah Melville wouldn't go after the eggs in the daylight.

Gwen did an extensive search and found out that Jonah was in fact a pouching auctioneer. Police suspected that he operates out of an abandoned factory, but they are unable to track him down.

Ben reached for her navel but to her surprise the hologram didn't appear, so she thought about F8 and in an instance she changed. F8 smiled and raced across the camping terrain and over the waters until she saw Jonah's ship docked at a factory. F8 ran back to the RV to make plans on how to catch Jonah and his crew.

That night the Tennysons over heard that the lake was locked for all vessels, meaning that Jonah was sweeping the area to try and find the kraken egg and more then likely change his base again.

Ben thought about his alien forms, changing into them one by one, except for Uniltira, she would've sunk the boat they were on. Ben finally settled on a girl with cat ears, tail and a way too big, permanent smile, Kitty. She had the appearance of a 16-year-old.

"Go upon your path as we part ways," Kitty said before evaporating into thin air, her smile was the last thing visible.

The plan, courtesy of Entreia, was for Gwen and Grandpa Max to shut down the base while Ben in one of her alien forms take out Jonah and stay with him until the police arrived.

When Kitty arrived close to the factory she hid as vapor waiting for the ship to return, she drifted over the ship that still had a cable in the water. Apparently they thought the kraken could smell her eggs and wouldn't bother them while they were underwater. The plan was sound, but that wasn't exactly how it worked. The kraken felt the vibrations of the eggs beating heart. Neri could feel it too, and that was also how she communicated with the kraken.

When Jonah surfaced Kitty turned solid and with a diamond sharp claw, she scratched the glass of the metal diving suit. Jonah however batted her away before she could cut through. Kitty turned to mist to stay in the air.

"What the hell are you?" Jonah demanded.

"I am neither this nor am I that." Kitty's mist disappeared from Jonah's view. "Put back the eggs or I'll be forced to act." She continued disembodied, getting pleasure from Jonah's shivers.

Kitty made her way to above Jonah where she dove and in a flash of green, she changed into Uniltira. The sheer weight and force was too much and the cable snapped plunging them into the water. Uniltira was quite surprised that she could breathe under the surface and for the first time she realized she was wearing a re-breather.

The egg lay on the bottom of the lake and the kraken was fast approaching. Uniltira got an idea, not sure if it would work but worth the try. She pushed Jonah away with her feet and swam towards the kraken. Taking her braid in her hand the tendrils within it latched unto the kraken's neck, through the skin and made contact with the nerves with in it.

Uniltira willed the kraken to turn. The bond they formed assured her that the egg will be safe. Seconds later the other egg dropped into the water, Uniltira knew that Grandpa Max and Gwen was successful and turned her attention towards Jonah.

Uniltira willed the kraken ahead and they attacked Jonah together. The kraken bit into the already scratched glass and it imploded exposing Jonah to the water. Feeling brave, Jonah took out a knife and stabbed at the kraken, the blade broke and the kraken hit him away. When Uniltira broke the bond, the kraken went to get her eggs. She stopped for a few seconds looking towards Uniltira, the message a clear thank you.

Uniltira swam towards Jonah and caught him just as he surfaced. She changed into Neri and dragged the poacher towards the docks. She used the water as a stepping stone to hang him by his wetsuit and waited until she heard the sirens before she disappeared under water.

She surfaced next the boat Gwen and Grandpa Max were in and they pulled her up. Once safe she turned back into Ben and they went back to the RV for much needed relaxation.


	4. Chapter 4

Omni-matrix

_This is another attempt to write a story hope you enjoy it.__ Reviews greatly appreciated. I've been drawing the aliens that Ben is currently using, links in my profile._

**Chapter ****4**

Visiting Aunt Vera wasn't quite up Ben's alley, sure she used Yuatja, for the first time and found that she was scared to transform into her, but the Retirement Village was boring again after they saved the old people.

Ben now found herself in a remote location, in the middle of an obstacle course set up by Grandpa Max. She didn't have much experience with her alien forms but this course was to help her focus on only using a single alien, Ben chose Tsu-Zana.

Ben focused on the feeling she got the first time she ever transformed and soon there she was, dressed in her black and green midriff exposing one piece and knee high boots. Ben felt the fabric, it wasn't nylon it was something else.

Tsu-Zana could feel the sun's energy seep into her, and once she had her fill she nodded and Grandpa Max started the course. Catching the first target out of the corner of her eye she focused her energy that way and caught it. It wasn't until Grandpa Max increased the pace that Tsu-Zana began to panic. Her energy all dispersed at once going in all directions and Tsu-Zana reverted back to Ben.

Ben mumbled under her breath blaming her new emotions for her faults, Gwen heard this and finally understood. Ben was dealing with her new body in stages. She was in denial before and is now moving into rage.

The Rustbucket started to heat up and forced the Tennysons into an abandoned mining town. Grandpa Max opened the hood and found the problem, one of Tsu-Zana's energy blasts cut one of the pipes. The evidence still glowed brightly.

Knowing it was an accident Grandpa Max told Ben and Gwen to explore the town. Which Ben took to very eagerly, she wanted to get away from Gwen, who kept insisting that Ben opened up.

Ben ignored Gwen's calls and ducked into one of the abandoned buildings. She heard Gwen still coming so without really thinking Ben changed into Twylite and hid in the shadows.

Gwen soon entered the building and started calling out to Ben. Twylite growled in frustration but could taste the fear flowing from Gwen, it was intoxicating. Not long after Gwen arrived, the ground started to shake. Twylite was about to make a joke when a yellow, crab-like droid broke out of the ground, so instead Twylite pulled Gwen into the shadow world concealing her in it. Twylite held her hand over Gwen's mouth stopping her from screaming.

Twylite felt herself about to be pulled out of the shadows, in an effort to spare Gwen, Twylite forced her through the shadows to pop out inside Grandpa Max's. With Gwen safe Twylite allowed herself back into the world still mostly concealed in shadows.

"Are you kidding me?" The crab-like droid said. "I hate Bogles." He then proceeded to light the entire building with an energy ball.

"And I don't like crabs." Twylite said, while she searched for any signs of shadows.

"I'm not a crab." The droid sounded like it was snarling.

"Oh yeah?" Twylite said finding a grain of fear in the air. "What's your name and what do you want?"

"I'm Kraab," Twylite snorts out in disbelief. Here this droid just said he wasn't a crab, but his name is Kraab. "As I was saying before the rude interruption, I'm here for the omnitrix."

"Sorry Crabby, I actually grown 'attached' to it over the last few days." Twylite said.

She used the fear in the air to generate a fog to hide her next move, pulling the lever next to her to raise the car lift Kraab was standing on. With Kraab pinned to the ceiling the energy ball died down giving Twylite the opportunity to dive into a shadow and headed to the Rustbucket. Twylite was relieved that it was moving as she wanted as much distance between them and Kraab. Twylite changed back into Ben.

"Gwen told me what happened. I figured you would find us soon." Grandpa Max said.

"I was about to follow Gwen when I started losing control of the shadows." Ben said. "And Kraab didn't help either, Twylite isn't a fighter."

"Kraab?" Gwen giggled.

"How did you escape, Kraab is a ruthless bounty hunter." Grandpa Max ignored Gwen's outburst for the seriousness of the situation.

"I filled up on fear and used it to create a fog, then used a car lift to squash him into the ceiling, he won't be out long." Ben said then added. "He was looking for the omnitrix, like he could track it."

"Species confirmed." The omnitrix interrupted. "Piscciss Premann, mostly extinct, DNA compromised by Cybernetic Implants. Error cannot repopulate without more viable male DNA."

"Gross," Ben and Gwen said in unison. They may only be 10, but growing up in a, mostly, open family they knew about the birds and bees.

Their disgust couldn't last for long as the RV suddenly got a new sunroof courtesy of an alien with full body armor. Ben noticed that the omnitrix glowed yellow. One thought came into Ben's head, Kitty. In a matter of seconds the furry girl with cat-ears and tail appeared. She turned into vapor and let herself be carried by the wind. As she thought the alien followed.

Kitty started to float towards the mine where Grandpa Max and Gwen already entered, her smile the only part not contorted with the wind. The alien was still looking for signs of the cat-girl when he was attacked by Kraab.

Inside the mine Kitty changes back into Ben and the three of them try to sneak away. Kraab came in between them safety. Kraab however only had a hollow victory before he was attacked by the other alien.

Before they could get away properly a gas bomb exploded in the mine and everyone inside passed out from the gas, a third bounty hunter at it's source. The third alien dragged Ben outside and back into town tossing her into some crates. As Ben woke her instincts took over and she turned into Ce'na.

Ce'na could feel the smile from the bounty hunter even without seeing her face. The bounty hunter removes her overly large helmet revealing an older female with tails instead of hair, only she was red.

"Do you even know what alien you are?" The older female said shaking her head and loosened the tails around her neck.

"Does it matter if I kick your butt?" Ce'na asked defiantly. The older female just smiled.

"My name is Hirani," Hirani continued. "You can try to 'kick my butt', but even with your force sensibility you won't be able to defeat an experienced Mandalorian Twi'lek, so don't even bother."

"Says you," Ce'na took out her green hued knife.

"How cute, I haven't seen a Twi'lek dagger for so long, odd that it's painted. The omnitrix must have a Tython Twi'lek." Hirani said while dodging the attacks from Ce'na. "You are unfocused, untrained. Are you even trying?" Hirani mocked then in two motions Ce'na was down and Hirani had her by the head tails. "Always protect your lekku."

Lessons were over when the other bounty hunters attacked as a team. Hirani squeezed the lekku hard causing Ce'na to buckle under her own weight. Even turning back into Ben couldn't restore feeling to her legs.

Hirani was busy getting overwhelmed when Ben suddenly thought of something. She changed back into Ce'na and took out the Twi'lek dagger. Ce'na could she a curved line leading from her dagger to the two bounty hunters. With a swift motion Ce'na threw it and it followed the path. The blade cut the wiring in Kraab's armor between the bends before curving to Sixsix and hitting him with the blunt side in the helmet shattering it.

Kraab followed the flying dagger back to the source, but as soon as he tried to move his body started to betray him and soon he was blasted into space. Sixsix however tried to cover his face, clearly embarrassed of his appearance. Catching the dagger Ce'na was about to turn back when she felt a relief on her lekku and her legs returned feeling.

"It seems that…" Hirani stopped when the omnitrix started speaking again.

"DNA acquired, Mutated Sotoraggian. Categorized as sub-species."

"That's new. I just thought Sixsix was butt-ugly." Hirani smiled and handed Ben her hover board and a book entitled 'The living Force'. "The omnitrix is in good hands, sure my employer will be disappointed, but that's life."

Hirani captured the other bounty hunters. At least she could get some cash for them. Hirani gave Ben a wink before putting her helmet back on and disappearing into the skies. Gwen and Grandpa Max showed up while Ben was still staring at the sky. They listened to Ben's story and her new ambition to find out what aliens were what.

BBBBBBBBBB

Ben woke up when the omnitrix warmed her belly. In her half-sleep she saw the hologram again.

"What are you doing omnitrix?" Ben asked not really expecting an answer.

"Master control has been active for a few days, fusion has completed. Transferring primary functions to user. Reverting to Silent-Scan-and-Defend-mode." The omnitrix answered.

"I see," Ben yawned. "Can you also disable the GPS, or something? I don't want anymore aliens to be able to track you and trying to kill me."

"Order confirmed, shutting down external tracking and encaging inner tracking accessible only on Galvan Prime."

The omnitrix turned a pale green similar to Ben's eyes and went silent. Ben however was transported to a planet full of different aliens. Ben assumed that this was a collection of the aliens in the omnitrix, but couldn't be sure because she was flying too fast over them to make them all out. Ben however recognized the aliens she used and females that looked like Sixsix and Kraab and even that Azmuth. And then she woke up to the smell of cooking yuck.

"I'll just have cereal thank you Grandpa," Ben said as Grandpa Max held up the pan.

She dove into the toilet and once again forgot that her little buddy was gone. After cleaning the floor yet again, Ben got dressed for the day. Grandpa Max said they were going somewhere exciting, hopefully it wasn't another relative.


	5. Chapter 5

Omni-matrix

_This is another attempt to write a story hope you enjoy it.__ Reviews greatly appreciated. I've been drawing the aliens that Ben is currently using, links in my profile._

**Chapter ****5**

Sparks Ville was more like Lames Ville. Sure the omnitrix scanned the Nosedeenian and Ben realized that she could see a brief description of aliens in a holo-like setting even if it was just in her left eye. But that was the most interesting thin in the entire town.

They now found themselves in New York City, busy booking into a hotel. Ben had a huge argument with Grandpa Max. She wanted to use some of her savings to enter the Sumo Slammer Sneak Peak, but Grandpa Max wouldn't have any of it. Ben considered sneaking in to play it anyway, but the promise of real food kept her at bay.

"And another thing…" Grandpa Max scolded, Ben tuned him out.

"I'm going," Ben said when Grandpa Max stopped talking. She shifted into F8 and ran before Grandpa Max could object. She was well away when she stopped and turned back into Ben.

Getting out of the Alley Way Ben looked around and saw an arcade. She smiled and went in. Ben was aware of the eyes on her. She couldn't see a dance game so it didn't surprise her that much.

After exchanging a few bucks for quarters she walked straight up to the baseball game and deposited some coins. Ben just picked up the bat and pressed start when the game suddenly flashed 'Game Over'.

"What the hell? I just started the game." Ben scanned the arcade and saw the moderator. "Dude this game just…" the moderator just laughed and pointed to a sign that said 'Play at your own Risk'.

"The games in this dump are rigged." A nearby kid said. "Not to mention that most just stink period."

"Just like that guy, I swear his smell caught me before I even saw him." Ben answered chuckling with the kid.

"I like you, kid," he sent a surge into one of the machines making it puke out the quarters. "The name's Kevin."

"How did you do that?" Ben asked, but her eye identified him as an Osmosian/Human hybrid.

"It just fits my style." Kevin said puffing out his chest.

"Ben!" Ben groaned when she heard her name and saw the Red hair of her cousin.

"And now you know my name." Ben said to Kevin before turning to Gwen. "What is it dweeb?"

"Ben Grandpa is very mad at you." Ben shrugged then turned sideways.

"This is Kevin," Ben said.

"Wait your name is Ben? Isn't that a boy's name?" Kevin asked a bit confused.

"Benita Tennyson," Ben said, then laughed, "I just always went by Ben."

"Sweet, but I'd have to see you around." Kevin said then walked away casually.

A bunch of teens passed Ben and she swore she felt a hand on her butt form one of them but it could've been her imagination. Seconds later they were surrounding Kevin. Ben snarled and in the rage she turned into Twylite. There were ambient shadow and since it was New York, fear wasn't too far.

"Leave him alone," Twylite's voice was amplified in every shadow in the arcade. It had the desired effect as she could feel the fear asking to be released.

Twylite didn't want to hurt the teens only scare them away. She could see their individual fears clearly. She used shadows to copy herself for every teen and used her shape-shifting to become the fear. Moments later the teens scattered and Twylite receded into the shadows rising out of Gwen's and changing back before Kevin even noticed.

"Did you see that?" Kevin smiled and placed a buddy arm on Ben's shoulder.

"Yeah, that was Twylite, we're pretty close." Ben smiled.

Ben and Kevin walked out of the arcade ignoring Gwen's protests. Kevin gave Ben the grand tour of the NYC and Ben was enjoying every bit of it. She did feel kinda bad about leaving Gwen, but for the first time in days she didn't feel like a girl.

After the tour Kevin took Ben to where he stayed and they started talking about 'Sumo Slammer'. That led to Kevin conveniently mentioning a shipment of the latest game. Ben was too comfortable to care that it sounded fishy.

They head to a warehouse on the docks where Kevin uses his power to break in the security door. Unfortunately it also triggered the silent alarm. To their left they found a large crate marked Sumo Slammer. Kevin opened it and tossed Ben a copy.

They got ready to leave when they where suddenly overpowered by the smoke bombs forcing them to head outside. Only they didn't make it that far as SWAT teams barged in and demanded them to stop. Ben resisted the urge to change, but she didn't want to spook Kevin. Ben heard a load thumb and saw that the SWAT member chasing her was being carried away by a forklift.

Outside the police were waiting, forcing them to duck back inside. Kevin was all over the place trying to figure out how to get away. Ben however wished she knew of an alien that could fly. And then it hit her like a sack of potatoes.

"Kevin, promise me you won't freak out." Ben said.

"Kid at this time nothing will surprise me." Kevin said.

"Remember that girl in the arcade the one who frightened those teens away?" Kevin nodded, he wanted to thank her. "Well I don't actually know her. I am her and nine others."

"Cool, but how does that help us…" Kevin was answered when Ben shifted into F8. "Love the tube-top and hot-pants look but why…"

"Get on my back," F8 said, she noticed that her voice sounded more hyper then it did before. Kevin didn't object and F8 lowered her goggles.

With the added weight F8 had some difficulty getting up but once she was upright and moving there was no stopping her. In a matter of seconds F8 was speeding through the streets heading towards the hotel.

Fate, however, was cruel. The police at the warehouse called reinforcements and they came from the hotel's side. F8 had no choice but to speed towards Kevin's place. Not to mention the fact that Kevin was shouting in joy like a kid on a roller coaster. Once they were safe F8 changed back into Ben.

"That was awesome!" Kevin shouted as he fell back onto his bed. "And you can turn into what ten monsters total?"

"They aren't monsters, they're aliens." Ben said sitting down. "But it came with a price." Ben didn't elaborate.

"We should be partners," Kevin smirked. "With your aliens combined with my powers and street smarts we could rule this town."

Ben felt a little uneasy, even as a boy she didn't like to be used, but then the fight with Grandpa Max came to her mind and she shook Kevin's hand.

"So were you born like this like me?" Kevin asked. Ben briefly glanced down to the omnitrix.

"Well not exactly." Ben said unsure on how to continue.

"Did some kind of alien device fall from the sky and attached to you?" Kevin asked as a joke.

"No," Ben now knew she couldn't tell him the truth. "It's just that I didn't awaken the powers until this summer." Ben caught a glimpse of herself in a dirty mirror her eye showed she was a hybrid too. "I'm like you, part alien."

"Me, an alien," Kevin laughed. "My old lady couldn't do what I can do kid and my pops died years ago. He was a plumber, died on one of his jobs."

"Maybe your dad was one," Ben said biting her lip. She'll have to ask Grandpa Max if he knew someone with the surname Levin.

Ben followed Kevin to the subway. She needed to know his plan before she could blow the whistle. Kevin's plan was to crash the mint train into the oncoming passenger train. Ben felt sick to her stomach. Before Kevin could switch the tracks he was struck with a green bolt to his head, courtesy of Luand'r.

"What the hell Tennyson we shook, we're partners." Kevin said with a growl.

"You shall not do this Kevin Levin." Luand'r said, her eyes glowing. "It will cause many injuries to innocent human people."

"Let me tell you something girly, no one is innocent." Kevin began absorbing electricity. "The people on that train just didn't have the opportunity to call me a freak yet."

Kevin began zapping Luand'r with electricity. She could feel every zap but mostly as an annoyance. When she heard the trains approach she sent a green star bolt at Kevin knocking him from the tracks.

"You shouldn't have done that girly." Kevin sneered, his eyes dark with the energy he absorbed.

Kevin blasted the lights causing Luand'r to go blind temporary. She balled her fist and focused star energy around it giving the area some light. She scanned for Kevin, but couldn't find him anywhere. That was until he hopped on her back and started to drain her energy.

It was pure luck when she got Kevin of. She didn't have to light her hand again as she could see Kevin's glowing eyes in the dark just fine.

"What have you done to me you freak!" Kevin shouted. Luand'r dodged an eye-beam.

"I did nothing former friend Kevin. It was you who thought to take my power. Your plan has fired back."

"Speak normal you freak." Kevin shouted again.

Luand'r shifted into Twylite and sunk into the shadows. She now understood why Grandpa Max was upset and she wanted to apologize. She also knew what Kevin was planning next, now that he went insane.

"Grandpa I'm sorry." Twylite said as she rose out of his shadow in the RV. "It took a jerky friend to make me realize that I was wrong." Ben was in tears, now back to normal.

"It's okay I was out of line too." Grandpa Max stopped to hug her.

"I met a kid today, Kevin Levin." Ben said looking down. "He's an Osmosian/Human hybrid just like me and Gwen are part Anodite. I think you might've known his dad. He was a plumber."

"Ben what did you do?" Grandpa Max figured out she was stalling.

"I didn't mean to, Grandpa. Kevin wanted to crash a cash train into a passenger train, I went Luand'r and he kinda, sorta absorbed some of her abilities and he's heading towards the 39th Street Bridge for revenge." Ben said ending in a whisper.

Grandpa Max turned a corner and speeded to the next where Ben saw Gwen looking worried. They picked her up and Ben earned a numb shoulder after a bear hug. Grandpa Max made a U-turn and they went towards the bridge.

Once there Ben wanted to test a theory on the fly and thought of Kevin. She grew a few inches and her hair turned black but her clothes remained the same, mostly the colors were just different.

Ben walked passed a metal railing and felt it ooze onto her body, making her hand metallic. She filed that away for later use and let go of the absorbed matter, she needed to drain Kevin of Luand'r.

"Kevin!" Ben shouted in her new form, it sounded like Kevin only more feminine.

"Is that you Bennie?" Kevin laughed then aimed a hand towards the teens that tormented him in the arcade. "You know at first I was totally mad at you, but then I found out what this body could do."

Ben stopped Kevin just before he was able to release the star bolt. Kevin laughed and placed his hands on Ben just like before and started to absorb her DNA, just like Ben planned. The Osmosian DNA overwrote the Tamaran DNA, much to Kevin's surprise.

"What did you do?" Kevin shouted having lost his power.

"I changed into you, sorta. I changed into the alien you are. I knew you would try and absorb more of me." Ben said actually relieved her plan worked.

What she didn't see coming was Kevin pinning her down and the omnitrix flashing a violent crimson as the protection mode kicked in. Kevin was thrown into the opposite wall, while Ben reverted back to herself. Kevin got up and ran before Ben could stop him. She knew where he was going, but she was too exhausted to pursue him.

Grandpa Max picked Ben up and carried her to the RV. There was a hint of regret in his eyes. He hid it well though and if Ben wasn't so exhausted she might've picked it up.

BBBBBBBBBB

While recovering in the back of the RV the omnitrix spoke into Ben's ear.

"Osmosian DNA of specimen Kevin Ethan Levin has been compromised for 306 days, as custom to one star systems." Ben just nodded her head, not caring either way.

Ben got up and walked to the front of the RV.

"Grandpa," she started unsure. "Did you know Kevin's father or heard about him while you were a plumber?"

"Just before I retired, I had a young partner called Devin Levin. He was an Osmosian so there is no doubt that he's Kevin's father.

"I think the omnitrix fused with me completely," Ben said. "A couple of nights ago, it said something like that and that it went into silent mode. Since then I can see what people are, that's how I knew Kevin was an Osmosian."

Ben kept the other part a secret. She didn't want to freak Gwen out.


	6. Chapter 6

Omni-matrix

_This is another attempt to write a story hope you enjoy it.__ Reviews greatly appreciated. I've been drawing the aliens that Ben is currently using, links in my profile. There is also a link to a challenge for new Aliens._

_This chapter strays from canon slightly, since the omnitrix is untraceable to all but Azmuth._

**Chapter ****6**

Ben's stomach growled in protest. She was hungry, breakfast was less than satisfactory. Who has enough strength for tentacles in the morning? Luckily they were at a market and Ben could stock up on alternative food, but first she needed something sugary.

Ben got a few packs of M&M's along with a host of other goods. She didn't really care for Gwen still in the shop. Once outside she stopped to admire her 'Wash Me' scribble on the window Grandpa Max was washing, but before Ben could comment an armored truck got destroyed by laser weapons.

Since the bandits were on bikes Ben decided she needed a fast alien to counter them. Ben's hair grew and changed to a light violet as her nose flattened out. The hair got tucked behind her growing pointed ears. Ben's feet grew forming two toes in the front and one in the back. A hard, wheel-like appendage formed between her front toes as her tail grew out. Her hands fused into three fingers with strong, sharp nails and a spike grew from her elbow. Her clothes changed, her tank-top turned into a tube-top and her board-shorts into bicycle shorts. Lastly a pair of goggles appeared around her neck and a band with the omnitrix symbol on her arm.

F8 smiled as she lifted the goggles to her eyes and speeded towards the bandits. She disarmed them rather quickly before dodging the various blows and beams. Two of the bandits scrammed once F8 stopped to boast, screaming about not signing up to fight blue, speedy demons. The last bandit's helmet cracked and fell off revealing a teen with short spiky hair.

"Cowards, it's just a little blue girl." Rojo shouted after them before turning to F8 and aiming her weapon. "I guess I should thank you, more money for me."

F8's world warped as she sped from her position, she could see the beam of the laser move at a snail's pace. F8 ran to find something to reflect the beam away without harming someone she got a mirror from the truck that came of when it was blasted. Positioning it between where she stood and the laser. And then she saw her, a younger girl, maybe 8-years-old with the same blue skin, violet hair and wheeled feet wearing a green vest and long spandex pants. It was clear she was also running in this warped world. F8 smiled at her and she smiled back, but since F8 was stopping the girl warped out of few.

Once the laser went into orbit F8 sped up again and just as she hit Rojo from the one side she saw the girl hit her from the other side. Rojo was out cold and the girls stopped to thank one another.

"I'm Ben or F8 when I'm like this." F8 said as she lowered her goggles and offered the girl a pack of M&M's.

"I'm Helen," Helen said with a smile taking the gift. "I always thought I was the only one. The only one here I mean. My mom used to say I took after my dad, I'm guessing he was one of us too, whatever we are. Say since you and me are alike do you think I can come with you, my mom is gone now and I really don't want to go back to the orphanage, I can't keep my human form that long anymore, mom used to give me warm milk to keep me human for longer and…" Helen stopped when Grandpa Max walked up to them and hit behind F8.

"Grandpa," F8 started, the old man's features softened.

"Sandra always wanted another child, but after the accident…" Grandpa Max trailed of as he dialed his daughter-in-law. Ben changed back to normal.

"I'm not exactly like you," She smiled. "Before this summer I used to be a boy, but since this thing," Ben gestured to the omnitrix, "attached unto me I changed into a girl."

"Cool, so were you a cute boy?" Helen started again. "I once met this cute boy that turned out not to be that cute in the end, his name is Pierce. His father was something else too, I saw the pictures he had a lot of spikes all over his body. Who's this?"

"Hi I'm Gwen, I'm Ben's cousin." Gwen answered.

"Oh, cool." Helen smiled, "If you didn't say you were cousins I would've sworn you were sisters, or if I met Ben when she was a boy I guess I would've sworn you were brother and sister. Say Ben do you have a photo of you as a boy?"

"Ah…." Ben stammered she had never met someone who talked as fast as Helen did. "There is a picture of us in the RV in the glove-box." Helen zipped into the RV and back before Ben could complete the word glove-box.

"Good news Ben," Grandpa Max smiled, "Sandra said they'd be happy to adopt Helen.

"That's great." Helen said then noticed something in Ben's eye. "What's that in your eye? Is it part of the omnitrix? Weird word, omnitrix, is it like some kind of super matrix like that other movie with all the robots. Wouldn't be cool if that was real, well not the robots, maybe aliens. I think that orange girl with the laser sword could be a cool alien to meet what do you think?"

Ben changed into F8 and rushed to get a class of milk, which she super heated with friction with her finger and handed it to Helen. Helen smiled and took the class and downed the milk. Helen's features became more human-like. Her tail shrunk rapidly but didn't disappear completely. The wheel-like appendage on her feet however did as her feet shrunk to human sized feet. The spikes on her elbows retreated and her hands sprouted two more fingers. Her ears got smaller, but were still pointed and her nose became more pronounced. As her skin changed color, the lines in her face disappeared.

"I guess I was going too fast, huh? That sometimes happens when I'm in that form." Helen blushed. "So we're going to be sisters? What's your surname?"

"Tennyson," Grandpa Max smiled. "So you're a Kineceleran?"

"Helen Tennyson, I kinda like that." Helen blushed again, "Sorry, but I don't know what a Kineceleran is."

"Well, I guess I can explain that." Ben tapped the omnitrix which added a new feature the previous night, presentation mode. A holo image sprung up between Ben and Helen displaying a Kineceleran on the omnitrix symbol. The writing looked gibberish but somehow Ben understood it.

"Let's see the Kineceleran is a race from the planet Kinet. They are elfin in appearance with long hair, pointed ears and prehensile tail. Their skin is usually varied shades of blue, depending on the atmosphere of the planet they are on."

"So I'm a half-alien?" Helen asked realization in her green eyes. "That's kinda cool."

Ben turned to dismiss the holo image not realizing Gwen was standing there. The Kineceleran shifted into an Anodite. Ben swallowed hard, she didn't want Gwen to freak out finding out she's part alien.

"What's that?" Gwen asked in surprise, Ben glanced at Grandpa Max for support he nodded.

"It's an Anodite." Ben said slowly but before she could continue Grandpa Max took over.

"Verdona was an Anodite." He smiled, "making both you and Ben part Anodite."

"Wait, I thought Ben was a Kineceleran, like me." Helen said confused.

"The omnitrix actually makes me part of every alien." Ben blushed.

"So…" Helen started the gears turning in her head. "If Ben was already part Anodite and part human does that mean that the omnitrix made doubles of those aliens?"

A valid question, but no one really had an answer to that. Not that anyone would've had the chance. For at that very moment both Ben and Helen were engulfed in a white light being transported to another world.

Upon arrival they were met by an alien barely 6inches tall. Ben recognized him as the alien she saw in the omnitrix dreams and the one on the screen when she spied on Grandpa Max, not that she would reveal the last part.

"I think I know you." Ben said with a smirk.

"I doubt it, my name is Azmuth." Azmuth said, "Ah, I see you engaged the master control of my omni-matrix, cleaver. However I am going to temporary disengage it, for you see this is the Planet Kinet."

"The Kineceleran home planet?" Helen asked confused.

"Why yes, you are a hybrid, are you not?" Azmuth asked in a bored tone. "Fortunately for you that you were so close to young Ben when I brought her here. You see, since Ben is so young the Kineceleran in the omnitrix didn't receive a helmet yet. Meaning Ben has to undergo the ritual. And since you are here you can do it with her."

"Get a move on Azmuth. I know you move slowly, but this is ridicules." A Kineceleran male said from around a corner.

"It seems like they are anxious to start. I wish you luck." Azmuth said. "Omnitrix form lock, Kineceleran, code 1010, two hours."

F8 and Helen went around the corner where the Kineceleran male stood. They were awed by what they saw. After regaining some composure Helen ate the packet of M&M's Ben gave her earlier, the sugar turned her back into a Kineceleran.

"Your task is simple," The Kineceleran male said. "On the other side of the planet there is a cave. Inside the cave there is a Nano-machine emitter. The emitter will latch some nanites onto you. The nanites will form a helmet based on your personality. Watch out for the electrical storms, you have two hours."

The girls were given a tracking device locked onto the position of the Nano-machine emitter. They started to run F8 was in front with Helen close on her tail. With the ever changing environment the simple task of reaching the other side of the planet wasn't an easy feat.

The journey took just over half an hour with a short stop when F8 pulled Helen out of a hole that suddenly appeared. The cave itself was a maze, one that you couldn't speed through. It took about 15 minutes to reach the Nano-machine emitter. Not sure what to do next, F8 placed her tracking device on the machine. It whirled alive and a hive of nanites spun around F8. Seconds later F8's goggles sported a new color theme.

"Throw something at my head." F8 asked Helen the younger girl hesitantly obliged. The rock hit an invisible barrier making both F8 and Helen smile.

Helen placed her tracking device on the machine and just like with F8 the nanites swarmed her. Only instead of an invisible barrier, Helen sported a dark, almost black, green helmet with an elongated upper part, to store her hair and a visor over her eyes.

The girls took their tracking devises and saw a new location at the other side of the planet. Navigating outside the cave they found the path they took blocked by a chasm so they ran the other way around returning seconds before the two hour deadline.

"Not bad for a hybrid and an after image." The male Kineceleran said with a shrug. "Azmuth get them home."

Before they could say anything the light engulfed them again and they were back in the RV. Grandpa Max told them that Azmuth stopped by and told them where they were. F8 changed back into Ben and made Helen a glass of hot milk to cool her down to 'human-mode'.

Unknown to the occupants of the RV a sinister force was busy plotting to take the omnitrix from Ben. The Alien had send out probes around the globe for any signs of the omnitrix and it was closing in on that very RV.

"Soon the omnitrix will be mine." Vilgax said from his recovery tank. "Soon."


End file.
